Constitution for a Company Limited by Guarantee (Not for Profit)
A Constitution is an essential and crucial document that regulates your company's activities and the relationship between members and directors. This Constitution is specifically tailored for a not-for-profit company limited by guarantee, and contains clauses that meets legal requirements for such companies.
5.0 (5 reviews)
Last updated April 29, 2025
Written by Edwin Montoya Zorrilla
Reviewed by Damin Murdock
Document Overview
A constitution is an essential and crucial document that oversees the activities of your company as well as the relationship of your company’s directors and members. Company constitutions specify the rules governing the directors and shareholders in relation to the operations of a company. This constitution is drafted for a non-for-profit company limited by guarantee, which tend to be small companies.
This document has been adapted from an ACNC template, with changes made to the formatting of the document. For extensive guidance notes on NFP requirements and on using this constitution, see the ACNC guide.
Constitutions may operate alongside or overrule the replaceable rules contained in the Corporations Act 2001 (Cth). For more information, see Company Constitution or Replaceable Rules?
Under 15 minutes
Suitable for Australia
The Legal Risk Score of a Constitution for a Company Limited by Guarantee (Not for Profit) Template
Our legal team have marked this document as medium risk considering:
- Directors may face situations where their personal interests could conflict with the interests of the company, which could affect decision-making and governance.
- The process for admitting or removing members is strictly regulated, which could limit the company's ability to quickly adapt to new opportunities or challenges by altering its membership.
- The document sets specific protocols for directorial actions and decisions, which might restrict the directors' ability to swiftly respond to unforeseen circumstances or innovative opportunities.
Constitution for a Company Limited by Guarantee (Not for Profit) Checklist
Complete your free Constitution for a Company Limited by Guarantee (Not for Profit) with our checklist
Review and Approval by Directors
Ensure that the completed document is reviewed and approved by the board of directors to validate its alignment with the company’s objectives and legal requirements.
Member Consent and Notification
Obtain consent from the members and ensure they are notified about the changes in the constitution to maintain transparency and compliance with clause 7(a) which states, "Subject to clause 7(c), the members may amend this constitution by passing a special resolution."
Legal Compliance Check
Have the document reviewed by a lawyer on the Lawpath platform to confirm compliance with current laws and regulations, especially considering the Corporations Act and the ACNC Act as referenced in clause 71.
Record Keeping
Securely store the document in the company’s records as stipulated under clauses 56 and 57, ensuring that all amendments and resolutions are properly documented and accessible for future reference.
Use this Constitution if:
- You want to decide how your NFP company is run and governed.
- You have chosen not to adopt the Replaceable Rules provided by the Corporations Act.
- You want a more tailored and customisable internal governance approach.
What does the Constitution cover?
The following list are some of the main areas that the company constitution will address:
- The company’s structure;
- Meeting governance;
- Provisions to meet the legal requirements for NFPs;
- Voting procedures; and
- Directors and the company secretary.
Further information
View Sample Constitution for a Company Limited by Guarantee (Not for Profit)
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